Hanmi
Financial Corporation
|
||||
(Name of Issuer) |
||||
Common
Stock, Par Value $0.001
|
||||
(Title of Class of Securities) |
||||
410495105
|
||||
(CUSIP Number) |
||||
Mr.
Mu Hak You
c/o
GWI Enterprise Ltd., Kings Court, Bay Street, P.O. Box N-3944, Nassau,
Bahamas
+55.11.3702.3200
|
||||
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
|
||||
January
28, 2010
|
||||
(Date of Event Which Requires Filing of this Statement) |
||||
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
[X]
|
||||
(Continued
on following pages)
|
||||
_______________
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior coverage
page.
The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
|
CUSIP
No. 410495105
|
13D
|
Page 2 of 11
Pages
|
1.
|
NAMES OF REPORTING PERSON
GWI
Enterprise Ltd.
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(b) [ ]
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
SOURCE
OF FUNDS
WC,
PF
|
||
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
[ ]
PURSUANT
TO ITEM 2(d) or
2(e).
|
||
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
Commonwealth of The Bahamas
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7.
|
SOLE
VOTING
POWER 0
|
|
8.
|
SHARED
VOTING
POWER 4,708,167
|
||
9.
|
SOLE
DISPOSITIVE
POWER 0
|
||
10.
|
SHARED
DISPOSITIVE
POWER 4,708,167
|
||
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,708,167
|
||
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.2%
|
||
14.
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 410495105
|
13D
|
Page 3 of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
Fundo
de Investimento em Acoes GWI Private Investimento no Exterior
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a)
[ ]
(b) [ ] |
||
3.
|
SEC
USE ONLY
|
||
4.
|
SOURCE
OF FUNDS
WC
|
||
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ] |
||
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Federative
Republic of Brazil
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER 0
|
|
8.
|
SHARED
VOTING
POWER 310,539
|
||
9.
|
SOLE
DISPOSITIVE
POWER 0
|
||
10.
|
SHARED
DISPOSITIVE
POWER 310,539
|
||
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,539
|
||
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] |
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
|
||
14.
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 410495105
|
13D
|
Page of 4 of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
GWI
Consultoria Participacoes e Servicos Ltda
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [
]
(b) [ ]
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
SOURCE
OF FUNDS
AF
|
||
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e). [ ] |
||
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Federative
Republic of Brazil
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER
0
|
|
8.
|
SHARED
VOTING
POWER
310,539
|
||
9.
|
SOLE
DISPOSITIVE
POWER 0
|
||
10.
|
SHARED
DISPOSITIVE
POWER 310,539
|
||
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,539
|
||
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ] |
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.6%
|
||
14.
|
TYPE
OF REPORTING PERSON
OO
|
||
CUSIP
No. 410495105
|
13D
|
Page 5 of 11
Pages
|
1.
|
NAMES
OF REPORTING PERSONS
Mu
Hak You
|
||
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) [
]
(b) [ ]
|
||
3.
|
SEC
USE ONLY
|
||
4.
|
SOURCE
OF FUNDS
AF
|
||
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
[ ]
TO
ITEM 2(d) or
2(e).
|
||
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Korea
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE
VOTING
POWER 0
|
|
8.
|
SHARED
VOTING
POWER 5,018,706
|
||
9.
|
SOLE
DISPOSITIVE
POWER 0
|
||
10.
|
SHARED
DISPOSITIVE
POWER 5,018,706
|
||
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,018,706
|
||
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
||
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.8%
|
||
14.
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 410495105
|
13D
|
Page 6 of 11
Pages
|
Item
1.
|
Security
and Issuer.
|
Item
2.
|
Identity
and Background.
|
Name
|
Citizenship
|
Principal
Occupation
|
|
Business
Address
|
||
Mu
Hak You
|
Republic
of Korea
|
Director
of GWI and GWI Consultoria
|
|
Kings
Court, Bay Street, P.O. Box N-3944, Nassau, Bahamas
|
||
Jong
Sun Kim You
|
Federative
Republic of Brazil
|
Director
of GWI and GWI Consultoria
|
Kings
Court, Bay Street, P.O. Box N-3944, Nassau,
Bahamas
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
Item
4.
|
Purpose
of Transaction.
|
CUSIP
No. 410495105
|
13D
|
Page 7 of 11
Pages
|
Name |
Aggregate Number of Shares of Common
Stock
|
Percentage
of Common Stock
|
|
GWI
|
4,708,167
|
9.2%
|
|
GWI
Private
|
310,539
|
0.6%
|
|
GWI
Consultoria
|
310,539,
which includes 310,539 shares directly owned by GWI
Private.
|
0.6%
|
|
Mu
Hak You
|
5,018,706,
which includes (i) 4,708,167 shares directly owned by GWI and (ii) 310,539
shares directly owned by GWI Private.
|
9.8%
|
Name
|
sole
power to vote or direct the
vote
|
shared
power to vote or direct the vote
|
sole
power to dispose or direct the disposition
|
shared
power to dispose or direct the disposition
|
|
GWI
|
0
|
4,708,167
|
0
|
4,708,167
|
|
GWI
Private
|
0
|
310,539
|
0
|
310,539
|
|
GWI
Consultoria
|
0
|
310,539
|
0
|
310,539
|
|
Mu
Hak You
|
0
|
5,018,706
|
0
|
5,018,706
|
Date
|
Name
|
Transaction
|
Amount of Shares
|
Price per Share ($)
|
|
11/30/2009
|
GWI
|
Buy
|
242,464
|
1.19
|
|
11/30/2009
|
GWI
|
Buy
|
135,329
|
1.17
|
|
12/04/2009
|
GWI
|
Buy
|
180,354
|
1.16
|
|
12/07/2009
|
GWI
|
Buy
|
54
|
1.14
|
|
12/14/2009
|
GWI
|
Buy
|
120,874
|
1.20
|
|
12/15/2009
|
GWI
|
Buy
|
862
|
1.19
|
|
12/16/2009
|
GWI
|
Buy
|
100,018
|
1.18
|
|
12/17/2009
|
GWI
|
Buy
|
99,687
|
1.18
|
|
12/21/2009
|
GWI
|
Buy
|
7,235
|
1.18
|
|
12/22/2009
|
GWI
|
Buy
|
36,277
|
1.18
|
|
12/23/2009
|
GWI
|
Buy
|
9,362
|
1.18
|
|
12/28/2009
|
GWI
|
Buy
|
11,467
|
1.20
|
|
12/29/2009
|
GWI
|
Buy
|
10,000
|
1.19
|
|
12/30/2009
|
GWI
|
Buy
|
10,000
|
1.19
|
|
12/31/2009
|
GWI
|
Buy
|
25,000
|
1.19
|
|
12/31/2009
|
GWI
|
Buy
|
40,419
|
1.18
|
|
01/04/2010
|
GWI
|
Buy
|
10.000
|
1.18
|
|
01/04/2010
|
GWI
|
Buy
|
3,000
|
1.18
|
|
01/05/2010
|
GWI
|
Buy
|
30,000
|
1.18
|
|
01/06/2010
|
GWI
|
Buy
|
28,254
|
1.18
|
|
01/06/2010
|
GWI
|
Sell
|
(28,254)
|
1.18
|
|
01/21/2010
|
GWI
Private
|
Sell
|
(358,519)
|
2.65
|
|
01/21/2010
|
GWI
Private
|
Buy
|
358,519
|
2.65
|
|
01/21/2010
|
GWI
Private
|
Sell
|
(47,980)
|
2.61
|
|
01/21/2010
|
GWI
|
Sell
|
(358,519)
|
2.65
|
|
01/21/2010
|
GWI
|
Buy
|
358,519
|
2.65
|
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships With Respect to Securities of
the Issuer.
|
CUSIP
No. 410495105
|
13D
|
Page 8 of 11
Pages
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
1.
|
Exhibit
A – Letter, dated January 28, 2010, from GWI Enterprise Ltd. to Joseph K.
Rho, Chairman of the Board of Directors of Hanmi Financial
Corporation.
|
CUSIP
No. 410495105
|
13D
|
Page of 9 of 11
Pages
|
GWI ENTERPRISE
LTD.
|
||
By: /s/ Mu Hak
You
|
||
Name: Mu Hak
You
|
||
Title: Director
|
||
FUNDO
DE INVESTIMENTO EM ACOES GWI
PRIVATE INVESTIMENTO NO EXTERIOR |
||
By: BNY
Mellon Servicos
Financeiros
Distribuidora de Títulos e Valores Mobiliarios S.A., as Administrator |
||
/s/ Márcio
Ferrett
|
||
Name: Márcio
Ferrett
|
||
Title:
Procurador
|
||
By: /s/ Paulo André Silva
de
Oliveira
|
||
Name: Paulo André Silva
de Oliveira
|
||
Title:
Procurador
|
||
GWI
CONSULTORIA PARTICIPACOES E
SERVICOS LTDA |
||
By: /s/ Mu Hak You
|
||
Name: Mu Hak
You
|
||
Title: Director
|
||
/s/ Mu Hak
You
|
||
Mu
Hak You
|
Investment:
|
Subject
to due diligence, we would propose making an investment that would result
in GWI holding a majority interest in Hanmi. We believe that we have
sufficient available funds to complete the transaction in an expedited
manner.
|
Valuation:
|
We
would propose an investment in Hanmi at book value adjusted for
mark-to-market valuation adjustments based on third party review of the
loan portfolio.
|
Timing:
|
We
are prepared to enter into a customary confidentiality agreement
immediately to facilitate discussions with management and associated due
diligence. We would anticipate delivering a formal proposal within three
to four weeks of gaining such access.
|
Nonexclusivity:
|
We
recognize that, consistent with your fiduciary duties, you have been and
likely will continue to explore all alternatives for raising capital and
preserving shareholder value. As such, we would not ask for an exclusivity
period while we conduct our diligence.
|
Sincerely yours, | ||
GWI Enterprise
Ltd.
|
||
By: /s/ Mu Hak
You
|
||
Mu Hak You
|
||
Director
|
||
GWI ENTERPRISE
LTD.
|
||
By: /s/ Mu Hak
You
|
||
Name: Mu Hak
You
|
||
Title: Director
|
||
FUNDO
DE INVESTIMENTO EM ACOES GWI
PRIVATE INVESTIMENTO NO EXTERIOR |
||
By: BNY
Mellon Servicos
Financeiros
Distribuidora de Títulos e Valores Mobiliarios S.A., as Administrator |
||
By: /s/ Márcio
Ferrett
|
||
Name: Márcio
Ferrett
|
||
Title:
Procurador
|
||
By: /s/ Paulo
André Silva
de
Oliveira
|
||
Name: Paulo André Silva
de Oliveira
|
||
Title:
Procurador
|
||
GWI
CONSULTORIA PARTICIPACOES E
SERVICOS LTDA |
||
By: /s/ Mu Hak You
|
||
Name: Mu Hak
You
|
||
Title: Director
|
||
/s/ Mu Hak
You
|
||
Mu
Hak You
|